Agreement with Miami Dade County 2x18 - 3(114:
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LEASE AGREEMENT Tz"'„ „p7
• THIS LEASE AGREEMENT, entered into this icy day of Dt`cE•r--gi2019,
by and between the CITY OF MIAMI BEACH, a Florida municipal corporation,
(hereinafter referred to as "City" or "Landlord"), and MIAMI-DADE COUNTY, FLORIDA,
a political subdivision of the State of Florida (hereinafter referred to as "Tenant").
1. Demised Premises.
The City, in consideration of the rentals hereinafter reserved to be paid and of the
covenants, conditions, and agreements to be kept and performed by the Tenant,
hereby leases, lets, and demises to the Tenant, and Tenant hereby leases and
hires from the City, those certain premises hereinafter referred to as the "Demised
Premises" and more fully described as follows:
Approximately 412 square feet of City-owned property on the ground
floor of the building known as City Hall, located at 1700 Convention
Center Drive, Miami Beach, Florida, 33139 (the "Building"), and as
more specifically delineated in "Exhibit 1,". attached, hereto and
incorporated herein.
2. Term.
2.1 Tenant shall be entitled to have and to hold the Demised Premises for an
initial term of 365 days, commencing on the 1st day of December 2019 (the
"Commencement Date"), and ending on the 30th day of November 2020.
For purposes of this Agreement, and including, without limitation,
Subsection 2.2 herein, a "Contract Year" shall be defined as that certain
one-year period commencing on the 1st day of December and ending on the
30th day of November.
2.2 Provided Tenant is in good standing and free from default(s) under Section
18 hereof, and upon written notice from Tenant, which notice shall be
submitted to the City Manager no earlier than one hundred twenty (120)
days, but in any case no later than sixty (60) days prior to the expiration of
the initial term, this Lease may be extended for two (2) additional four (4)
year renewal terms. Any extension, if approved, shall be memorialized in
writing and signed by the parties hereto (with the City hereby designating
the City Manager as the individual authorized to execute such extensions
on its behalf).
In the event that the City Manager determines, in his sole discretion, not to
extend or renew this Lease Agreement(upon expiration of the initial term or
any renewal term), the City Manager shall notify Tenant of same in writing,
which notice shall be provided to Tenant within fifteen (15) business days
of the City Manager's receipt of Tenant's written notice.
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3. Rent.
3.1 Base Rent.
Base Rent for the Demised Premises shall begin to accrue on the
Commencement Date.
3.1.1 Throughout the Term herein, the Base Rent for the Demised
Premises shall be One Dollar and 00/100 ($1.00) per year, payable
annually commencing on the Commencement Date and, thereafter,
on each 1st day of December.
3.1.2 Concurrent with the payment of the Base Rent, Tenant shall also
include any and all additional sums for all applicable sales and use
tax, now or hereafter prescribed by Federal, State or local law.
3.2 Intentionally Omitted.
3.3 Sales Taxes.
Concurrent with the payment of the Base Rent, as provide herein, Tenant
shall also pay any and all sums for all applicable tax(es), including without
limitation, sales and use taxes and Property Taxes, imposed, levied or
assessed against the Demised Premises, or any other charge or payment
required by any governmental authority having jurisdiction there over, even
though the taxing statute or ordinance may purport to impose such tax
against the City.
3.4 Enforcement.
Tenant agrees to pay the Base Rent, and any other amounts as may be
due and payable by Tenant under this Agreement, at the time and in the
manner provided herein, and should said rents and/or other additional
amounts due herein provided, at any time remain due and unpaid for a
period of fifteen (15) days after the same shall become due, the City may
exercise any or all options available to it hereunder, which options may be
exercised concurrently or separately, or the City may pursue any other
remedies enforced by law.
4. Location for Payments.
All rents or other payments due hereunder shall be paid to the City at the following
address:
City of Miami Beach
Revenue Manager
1700 Convention Center Drive, 3rd Floor
Miami Beach, Florida 33139
or at such other address as the City may, from time to time, designate in writing.
5. • Intentionally,Omitted_
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6. Intentionally Omitted.
7. Use and Possession of Demised Premises.
7.1 The Demised Premises shall be used by the Tenant as the Miami Beach
District Office for Commissioner Eileen Higgins solely for the purpose(s) of
providing constituent services in a convenient and accessible government
location. Said Premises may be open for operation a minimum of five (5)
days a week, with normal hours of operation generally being as follows:
Monday- Friday: 9:00 AM to 5:00 PM
Tenant shall not otherwise modify the days or hours of operation without the
prior written approval of the City Manager. Nothing herein contained shall
be construed to authorize hours contrary to the laws governing such
operations.
7.2 It is understood and agreed that the Demised Premises shall be used by
the Tenant during the Term of this Agreement only for the above
purpose(s)/use(s), and for no other purpose(s) and/or use(s) whatsoever.
Tenant will not make or permit any use of the Demised Premises that,
directly or indirectly, is forbidden by law, ordinance, or government
regulation, or that may be dangerous to life, limb, or property. Tenant may
not commit(nor permit)waste on the Demised Premises; nor permit the use
of the. Demised Premises for any illegal purposes; nor commit a nuisance
on the Demised Premises. Inthe event that the Tenant uses the Demised
Premises (or otherwise allows the Demised Premises to be used) for any
purpose(s) not expressly permitted herein, or permits and/or allows any
prohibited use(s) as provided herein, then the City may declare this
Agreement in default pursuant to Section 18 or, without notice to Tenant,
restrain such improper use by injunction or other legal action.
8. Improvements.
8.1 Tenant accepts the Demised Premises in their present "AS IS" condition
and may construct or cause to be constructed, such interior and exterior
improvements and maintenance to the Demised Premises, as reasonably
necessary for it to carry on its permitted use(s), as set forth in Section 7;
provided, however, that any plans for such improvements shall be first
submitted to the City Manager for his prior written consent, which consent,
if granted at all, shall be at the City Manager's sole and absolute discretion.
Additionally, any and all approved improvements shall be made at Tenant's
sole expense and responsibility. All permanent (fixed) improvements to the
Demised Premises shall remain the property of the City upon termination
and/or expiration of this Agreement. Upon termination and/or expiration of
this Agreement, all personal property and non-permanent trade fixtures may
be removed by the Tenant from the Demised Premises, provided that they
can be (and are) removed without damage to the Demised Premises.
Tenant will permit no liens to attach to the Demised Premises arising from,
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connected with, or related to the design and construction of any
improvements. Moreover, such construction shall be accomplished through
the use of licensed, reputable contractors who are acceptable to the City.
Any and all permits and or licenses required for the installation of
improvements shall be the sole cost and responsibility of Tenant.
8.2 Notwithstanding Subsection 8.1, upon termination and/or expiration of this
Agreement, and at City's sole option and discretion, any or all alterations or
additions made by Tenant to or in the Demised Premises shall, upon written
demand by the City Manager, be promptly removed by Tenant, at its
expense and responsibility, and Tenant further hereby agrees, in such
event, to restore the Demised Premises to their original condition prior to
the Commencement Date of this Agreement.
8.3 The above requirements for submission of plans and the use of specific
contractors shall not apply to improvements (which term, for purposes of
this Subsection 8.3 only, shall also include improvements as necessary for
Tenant's maintenance and repair of the Demised Premises) which do not
exceed Five Hundred ($500.00) Dollars, provided that the work is not
structural, and provided that it is permitted by applicable law.
9. City's Right of Entry.
9.1 The City Manager, and/or his authorized representatives, shall have the
right to enter upon the Demised Premises at all reasonable times for the
purpose of inspecting same; preventing waste; making such repairs as the
City may consider necessary; and for the purpose of preventing fire, theft or
vandalism. The City agrees that, whenever reasonably possible, it shall use
reasonable efforts to provide notice (whether written or verbal), unless the
need to enter the Demised Premises is an emergency, as deemed by the
City Manager, in his sole discretion, which if not immediately addressed
could cause property damage, loss of life or limb, or other injury to persons.
Nothing herein shall imply any duty on the part of the.City to do any work
that under any provisions of this Agreement the Tenant may be required to
perform, and the performance thereof by the City shall not constitute a
waiver of the Tenant's default.
9.2 If the Tenant shall not be personally present to open and permit entry into
the Demised Premisesat any time, for any reason, and any entry thereon
shall be necessary or permissible, the City Manager, and/or his authorized
representatives, may enter the Demised Premises by master key, or may
forcibly enter the Demised Premises without rendering the City or such
agents liable therefore.
9.3 Tenant shall furnish the City with duplicate keys to all locks including
exterior and interior doors prior to (but no later than by)the Commencement
Date of this Agreement. Tenant shall not change the locks to the Demised
Premises without the prior written consent of the City Manager, and in the
event such consent is given, Tenant shall furnish the City with duplicate
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keys to said locks in advance of their installation.
10. Tenant's Insurance.
Tenant has an on-going self-insurance program as provided in "Exhibit 2"
(Tenant's Insurance), attached hereto and incorporated herein.
11. Intentionally Omitted.
12.. Assignment and Subletting.
Tenant shall not have the right to assign or sublet the Demised Premises, in whole
or in part, without the prior written consent of the City Manager, which consent, if
granted at all shall be at the.City Manager's sole and absolute discretion. Such
written consent is not a matter of right and the City is not obligated to give such
consent. If granted as provided herein, the making of any assignment or sublease
will not release Tenant from any of its obligations under this Agreement.
13. Operation, Maintenance, and Repair.
13.1 Tenant shall be solely responsible for the operation, maintenance, and
repair of the Demised Premises. Tenant shall, at its sole expense and
responsibility, maintain the Demised Premises, and all fixtures and
appurtenances therein, and shall make all repairs thereto, as and when
needed, to preserve them in good working order and condition.Tenant shall
be responsible for all interior walls and the interior and exterior of all
windows and doors, as well as immediate replacement of any and all plate
glass or other glass in the Demised Premises which may become broken,
using glass of the same or better quality.
The City shall be responsible for the maintenance of the roof, the.exterior
of the Building, all heating/ventilation/air conditioning (HVAC) equipment
servicing the Demised Premises, the structural electrical and plumbing
(other than plumbing surrounding any sink(s) and/or toilet(s), including such
sink(s) and toilet(s) fixture(s), within the Demised Premises), the common
areas and the chilled water supply system. The City shall maintain and/or
repair those items that it is responsible for, so as to keep same in proper
working condition.
13.2 All damage or injury of any kind to the Demised Premises, and including
without limitation its fixtures, glass, appurtenances, and equipment (if any),
or to the building fixtures, glass, appurtenances, and equipment, if any,
except damage caused by the gross negligence and/or willful misconduct
of the City, shall be the sole obligation of Tenant, and shall be repaired,
restored or replaced promptly by Tenant, at its sole expense and to the
satisfaction of the City.
13.3 All of the aforesaid repairs, restorations and replacements shall be in quality
and class equal to or better than the original work or installations and shall
be done in good and workmanlike manner.
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13.4 If Tenant fails to make such repairs or restorations or replacements, the
same may be made by the City, at the expense of Tenant, and all sums
spent and expenses incurred by the City shall be collectable by the City and
shall be paid by Tenant within three (3) days after submittal of a bill or
statement therefore.
13.5 It shall be Tenant's sole obligation and responsibility to insure that any
renovations, repairs.and/or improvements made by Tenant to the Demised
Premises comply with all applicable building codes and life safety codes of
governmental authorities having jurisdiction.
13.6 TENANT HEREBY ACKNOWLEDGES AND AGREES THAT THE
DEMISED PREMISES ARE BEING LEASED IN THEIR PRESENT"AS IS"
CONDITION.
14. Governmental Regulations.
Tenant covenants and agrees to fulfill and comply with all statutes, ordinances,
rules, orders, regulations, and requirements of any and all governmental bodies,
including but not limited to Federal, State, Miami-Dade .County, and City
governments, and any and all of their departments and bureaus applicable to the
Demised Premises, and shall also comply with and fulfill all rules,. orders, and
regulations for the prevention of fire, all at Tenant's own expense and
responsibility. Tenant shall pay all cost, expenses, claims, fines, penalties, and
damages that may be imposed because of the failure of Tenant to comply with this
Section, and shall indemnify and hold harmless the City from all liability arising
from each non-compliance.
15. Liens.
Tenant will not permit any mechanics, laborers, or materialman's liens to stand
against the Demised Premises or improvements for any labor or materials to
Tenant or claimed to have been furnished to Tenant's agents, contractors, or sub-
tenants, in connection with work of any character performed or claimed to have
performed on said Premises, or improvements by or at the direction or sufferance
of the Tenant; provided however, Tenant shall have the right to contest the validity
or amount of any such lien or claimed lien. In the event of such contest, Tenant
shall give the City reasonable security as may be demanded by the City to insure
payment thereof and prevent sale, foreclosure, or forfeiture of the Premises or
improvements by reasons of such non-payment. Such security need not exceed
one and one half (11/2) times the amount of such lien or such claim of lien. Such
security shall be posted by Tenant within ten (10) days of written notice from the
City, or Tenant may "bond off' the lien according to statutory procedures. Tenant
will immediately pay any judgment rendered with all proper costs and charges and
shall have such lien released or judgment satisfied at Tenant's own expense.
16. Intentionally Omitted.
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17. Condemnation.
17.1 If at any time during the Term of this Agreement(including any renewal term
hereunder) all or any part or portion of the Demised Premises is taken,
appropriated, or condemned by reason of Eminent Domain proceedings,
then this Agreement shall be terminated as of the date of such taking, and
shall thereafter be completely null and void, and neither of the parties hereto
shall thereafter have any rights against the other by reason of this
Agreement or anything contained therein, except that any rent prepaid
beyond the date of such taking shall be prorated to such date, and Tenant
shall pay any.and all rents, additional rents, utility charges, and/or other
costs for which it is liable under the terms of this Agreement, up to the date
of such taking.
17.2 Except as hereunder provided, Tenant shall not be entitled to participate in
the proceeds of any.award made to the City in any such Eminent Domain
proceeding, excepting, however, Tenant shall have the right to claim and
recover from the condemning authority, but not from the City, such
compensation as may be separately awarded or recoverable by Tenant in
Tenant's own right on account of any and all damage to Tenant's business
by reasons of the condemnation and for or on account of any cost or loss
which Tenant might incur in removing Tenant's furniture and fixtures.
18. Default.
18.1 Default by Tenant.
At the City's option, any of the following shall constitute an Event of Default
under this Agreement:
18.1.1 The Base Rent, or any other amounts as may be due and payable
by Tenant under this Agreement, or any installment thereof, is not
paid promptly when and where due within fifteen (15) daysof due
date, and Tenant shall not have cured such failure within five(5)days
after receipt of written notice from the City specifying such default;
18.1.2 The Demised Premises shall be deserted, abandoned, or vacated;
18.1.3 Tenant shall fail to comply with any material term, provision,
condition or covenant contained herein other than the payment of
rent and shall not cure such failure within thirty (30) days after the
receipt of written notice from the City specifying any such default; or
such longer period of time acceptable to the City, at its sole
discretion;
18.1.4 Receipt of notice of violation from any governmental authority having
jurisdiction dealing with a law, code, regulation, ordinance or the like,
which remains uncured for a period of thirty (30) days from its •
issuance, or such longer period of time as may be acceptable and
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approved in writing by the City Manager, at his sole discretion;
18.1.5 Any petition is filed by or against Tenant under any section orchapter
of the Bankruptcy Act, as amended, which remains pending for more
than sixty (60) days, or any other proceedings now or hereafter
authorized by the laws of the United States or of any state for the
purpose of discharging or extending the time for payment of debts;
18.1.6 Tenant shall become insolvent;
18.1.7 Tenant shall make an assignment for benefit of creditors;
18.1.8 A receiver is appointed for Tenant by any court and shall not be
dissolved within thirty (30) days thereafter; or
18.1.9 The leasehold interest is levied on under execution.
19. Rights on Default.
19.1 Rights on Default.
In the event of any default by Tenant as provided herein, City shall have the
option to do any of the following, in addition to and not in limitation of, any
other remedy permitted by law or by this Agreement;
19.1.1 Terminate this Agreement, in which event Tenant shall immediately
surrender the Demised Premises to the City, but if Tenant shall fail
to do so the City may, without further notice, and without prejudice to
any other remedy the City may have for possession or arrearages in
rent or damages for breach of contract, enter upon the Demised
Premises and expel or remove Tenant and its effects in accordance
with law, without being liable for prosecution or any claim for
damages. therefore, and Tenant agrees to indemnify and hold
harmless the City for all loss and damage which the City may suffer
by reasons of such Agreement termination, whether through inability
to re-let the Demised Premises, or otherwise.
19.1.2 Declare the entire amount of the Base Rent which would become
due and payable during the remainder of the term of this Agreement
to be due and payable immediately, in which event Tenant agrees to
pay the same at once, together with all rents therefore due, at the
address of the City, as provided in the Notices section of this
Agreement; provided, however, that such payment shall not
constitute a penalty,forfeiture, or liquidated damage, but shall merely
constitute payment in advance of the rents for the remainder of said
term and such payment shall be considered, construed and taken to
be a debt provable in bankruptcy or receivership.
19.1.3 Enter the Demised Premises as the agent of Tenant, by force if
necessary, without being liable to prosecution or any claim for
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damages therefore; remove Tenant's property there from; and re-let
the Demised Premises, or portions thereof, for such terms and upon
such conditions which the City deems, in its sole discretion,
desirable, and to receive the rents therefore, and Tenant shall pay
the City any deficiency that may arise by reason of such re-letting,
on demand at any time and from time to time at the office of the City;
and for the purpose of re-letting, the City may (i) make any repairs, •
changes, alterations or additions in or to said Demised Premises that
may be necessary or convenient; (ii) pay all costs and expenses
therefore from rents resulting from re-letting; and (iii) Tenant shall
pay the City any deficiency as aforesaid.
19.1.4 Take possession of any personal property owned by Tenant on said
Demised Premises and sell the same at public or private sale, and
apply same to the payment of rent due, holding Tenant liable for the
deficiency, if any.
19.1.5 If Tenant shall default in making any payment of monies to any
person or for any purpose as maybe required hereunder, the City
may pay such expense, but the City shall not be obligated to do so.
Tenant, upon the City's paying such expense, shall be obligated to
forthwith reimburse the City for the amount thereof. All sums of
money payable by Tenant to the City hereunder shall be deemed as
rent for use of the Demised Premises and collectable by the City from
Tenant as rent, and shall be due from Tenant to the City on the first
day of the month following the payment of the expense by the City.
19.1.6 The rights of the City under this Agreement shall be cumulative but
not restrictive to those given by law and failure on the part of the City
to exercise promptly any rights given hereunder shall not operate to
waive or to forfeit any of the said rights.
19.2 Default by City.
The failure of the City to perform any of the covenants, conditions and
agreements of this Agreement which are to be performed by the City and
the continuance of such failure for a period of thirty (30) days after notice
thereof in writing from Tenant to the City (which notice shall specify the
respects in which Tenant contends that the City failed to perform any such
covenant, conditions and agreements)shall constitute a default by the City,
unless such default is one which cannot be cured within thirty (30) days
because of circumstances beyond the City's control, and the City within
such thirty (30) day period shall have commenced and thereafter shall
continue diligently to prosecute all actions necessary to cure such defaults.
However,.in the event the City fails to perform within the initial thirty (30)
day period provided above, and such failure to perform prevents Tenant
from operating its business in a customary manner and causes an undue
hardship for Tenant, then such failure to perform (regardless of
circumstances beyond its control) as indicated above, shall constitute a
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default by the City.
19.3 Tenant's Rights on Default.
If an event of the City's default shall occur, Tenant, to the fullest extent
permitted by law, shall have the right to pursue any and all remedies
available at law or in equity, including the right to sue for and collect
damages, including reasonable attorney fees and costs, to terminate this
Agreement; provided however, that Tenant expressly acknowledges and
agrees that any recovery by Tenant shall be limited to the amount set forth
in Section 32 of this Agreement.
20. Indemnity Against Costs and Charges.
20.1 Tenant shall be liable to the City for all costs and charges, expenses,
reasonable attorney's fees, and damages which may be incurred or
sustained by the City, by reason of Tenant's breach of any of the provisions
of this Agreement. Any sums due the City under the provisions of this item
shall constitute a lien against the interest of the Tenant and the Demised
Premises and all of Tenant's property situated thereon to the same extent
and on the same conditions as delinquent rent would constitute a lien on
said premises and property.
20.2 If Tenant shall at any time be in default hereunder, and if the City shall deem
it necessary to engage an attorney to enforce the City's rights and Tenant's
obligations hereunder, Tenant will reimburse the City for the reasonable
expenses incurred thereby, including, but not limited to, court costs and
reasonable attorney's fees, whether suit be brought or not and if suit be
brought, then Tenant shall be liable for expenses incurred at both the trial
and appellate levels.
21. Indemnification Against Claims.
21.1 The City shall indemnify and hold harmless the Tenant from any liability
losses or damages which Tenant may incur as a result of claims, demands,
suits, causes of actions or proceedings of any kind or nature arising out of,
relating to or resulting from the negligence of the City or its employees,
agents, principals or subcontractors, to the extent and within the limitations
of Section 768.28, Florida Statutes, subject to the provisions of that Statute
whereby the City shall not be held liable to pay a personal injury or property
damage claim or judgment by any one person which exceeds the sum of
$200,000.00, or any claim or judgments or portions thereof, which, when
totaled with all other occurrences, exceeds the sum of $300,000.00 from
any and all personal injury or property damage claims, liabilities, losses or
causes of action.
21.2 Tenant does hereby agree to indemnify and hold harmless the City to the
extent and within the limitations of Section 768.28, Florida Statutes, subject
to the provisions of that Statute whereby the Tenant shall not be held liable
to pay a personal injury or property damage claim or judgment by any one
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person which exceeds the sum of $200,000, or any claim or judgments or
portions thereof, which,when totaled with all other occurrence, exceeds the
sum of $300,000 from any and all personal injury or property damage
claims, liabilities, losses or causes of action which may arise solely as a
result of the negligence of the Tenant.
22. Signs and Advertising.
Without the prior written consent of the City Manager, which consent, if given at
all, shall be at the. City Manager's sole and absolute discretion, Tenant shall not
permit the painting and display of any signs, plaques, lettering or advertising
material of any kind on or near the Demised Premises. All additional signage shall
comply with signage standards established by the City and comply with all
applicable building codes, and any other municipal, County, State and Federal
laws.
23. Effect of Conveyance.
The term "City" and/or"Landlord" as used in the Agreement means only the owner
for the time being of the land andbuilding containing the Demised Premises, so
that in the event of any sale of said land and building, or in the event of a lease of
said building, the City shall be and hereby is entirely freed and relieved of all
covenants and obligations of the City hereunder, and it shall be deemed and
construed without further agreement between the parties, or between the parties
and the purchaser at such sale, or the lease of this building, that the purchaser or
Tenant has assumed and agreed to carry out all covenants and obligations of the
City hereunder.
24. Damage to the Demised Premises.
24.1. . If the Demised Premises shall be damaged by the elements or other
casualty not due to Tenant's.negligence, or by fire, but are not thereby
rendered untenantable, as determined by the City Manager, in his sole
discretion, in whole or in part, and such damage is covered by the City's
insurance, if any, (hereinafter referred to as "such occurrence"), the City,
shall, as soon as possible after such occurrence, utilize the insurance
proceeds to cause such damage to be repaired and the Rent shall not be
abated. If by reason of such occurrence, the Demised Premises shall be
rendered untenantable, as determined by
the City Manager, in his sole discretion, only in part, the City shall as soon
as possible utilize the insurance proceeds to cause the damage to be
repaired, and the Base Rent meanwhile shall be abated proportionately as
to the portion of the Demised Premises rendered untenantable; provided
however, that the City shall promptly obtain a good faith estimate of the time
required to render the Demised Premises tenantable and if such time
exceeds sixty (60) days, either party shall have the option of canceling this
Agreement. .
24.2 If the Demised Premises shall be rendered wholly untenantable by reason
of such occurrence,the City shall have the option, but not the obligation, in
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its sole discretion, to utilize the insurance proceeds to cause such damage
to be repaired and the Rent meanwhile shall be abated. However, the City
shall have the right, to be exercised by notice in writing delivered to Tenant
within sixty (60) days from and after said occurrence, to elect not to
reconstruct the destroyed Demised Premises, and in such event, this
Agreement and the tenancy hereby created shall cease as. of the date of
said occurrence,the Rent to be adjusted as of such date. If the Demised
Premises shall be rendered wholly untenantable, Tenant shall have the
right, to be exercised by notice in writing, delivered to the City within thirty
(30) days from and after said occurrence, to elect to terminate this
Agreement, the Rent to be adjusted accordingly.
24.3 Notwithstanding any clause contained in this Section 24, if the damage is
-not covered by the City's insurance, then the City shall have no obligation
to repair the damage, but the City shall advise Tenant in writing within thirty
(30)days of the occurrence giving rise to the damage and of its decision not
to repair, and the Tenant may, at any time thereafter, elect to terminate this
Agreement, and the.Rent shall be adjusted accordingly.
25. Quiet Enjoyment.
Tenant shall enjoy quiet enjoyment of the Demised Premises and shall not be
evicted or disturbed in possession of the Demised Premises so long as Tenant
complies with the terms of this Agreement.
26. Waiver.
26.1 It is mutually covenanted and agreed by and between the parties hereto
that the failure of the City to insist upon the strict performance of any of the
conditions, covenants, terms or provisions of this Agreement, or to exercise
any option herein conferred, will not be considered or construed as a waiver
or relinquishment for the future of any such conditions, covenants, terms,
provisions or options but the same shall continue and remain in full force
and effect.
26.2 A waiver of any term expressed herein shall not be implied by any neglect
of the City to declare a forfeiture on account of the violation of such term if
such violation by continued or repeated subsequently and any express
waiver shall not affect any term other than the one specified in such waiver
and that one only for the time and in the manner specifically stated.
26.3 The receipt of any sum paid by Tenant to the City after breach of any
condition, covenant, term or provision herein contained shall not be deemed
a waiver of such breach, but shall be taken, considered and construed as
payment for use and occupation, and not as Rent, unless such breach be
expressly waived in writing by the City.
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27. Notices.
The addresses for all notices required under this Agreement shall be as follows, or
at such other address as either party shall be in writing, notify the other:
LANDLORD: City Manager
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
With copy to: Asset Manager
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
TENANT:. Commissioner Eileen Higgins
Miami-Dade County (-
1700
1700 Convention Center Drive
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Miami Beach, Florida 33139
With copy to:
Commissioner Eileen Higgins Miami-Dade County
Miami-Dade County Internal Services Department
111 NW 1St Street, Suite 220 . Real Estate Development
Miami, Florida 33128 111 NW.1st Street, Suite 2460
Miami, Florida 33128
All notices shall be hand delivered and a receipt requested, or by certified mail with
Return receipt requested, and shall be effective upon receipt.
28. Entire and Binding Agreement.
This Agreement contains all of the agreements between the parties hereto, and it
may not be modified in any manner other than by agreement in writing signed by
all the parties hereto or their successors in interest. The terms, covenants and
conditions contained herein shall inure to the benefit of and be binding upon the
City and Tenant and their respective successors and assigns, except as may be
otherwise expressly provided in this Agreement.
29. Provisions Severable.
If any term or provision of this Agreement or the application thereof to any person
or circumstance shall, to any extent, be invalid or unenforceable, the remainder of
this Agreement, or the application of such term or provision to persons or
circumstances other than those as to which it is held invalid or unenforceable, shall
not be affected thereby and each term and provision of this Agreement shall be
valid and be enforced to the fullest extent permitted by law.
30. Captions.
The captions contained herein are for the convenience and reference only and
shall not be deemed a part of this Agreement or construed as in any manner
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limiting or amplifying the terms and provisions of this Agreement to which they
relate.
31. Number and Gender.
Whenever used herein, the singular number shall include the plural and the plural
shall include the singular, and the use of one gender shall include all genders.
32. Limitation of Liability.
The City desires to enter into this Agreement only if in so doing the City can place
a limit on the.City's liability for any cause of action for money damages due to an
alleged breach by the City of this Agreement, so that its liability for any such breach
never exceeds the sum of Five Thousand ($5,000.00) Dollars. Tenant hereby
expresses its willingness to enter into this Agreement with Tenant's recovery from
the City for any damage action for breach of contract to be limited to a maximum
amount of$5,000.00.Accordingly, and notwithstanding any other term or condition
of this Agreement, Tenant hereby agrees that the City shall not be liable to Tenant
for damage in an amount in excess of$5,000.00 for any action or claim for breach
of contract arising out of the performance or non-performance of any obligations
imposed upon the City by this Agreement. Nothing contained in this Section or
elsewhere in this Agreement is in any way intended to be a waiver of the limitation
placed upon the City's liability as set forth in Florida Statutes, Section 768.28.
33. Surrender of the Demised Premises.
Tenant shall, on or before the last day of the Term herein demised, or the sooner
termination thereof, peaceably and quietly leave, surrender and yield upon to the
City the Demised Premises, together with any and all equipment, fixtures,
furnishings, appliances or other personal property, if any, located at or on the
Demised Premises and used by Tenant in the maintenance, management or
operation of the Demised Premises, excluding any trade fixtures or personal
property, if any, which can be removed without material injury to the Demised
Premises,free of all liens, claims and encumbrances and rights of others or broom-
clean, together with all structural changes, alterations, additions, and
improvements which may have been made upon the Demised Premises, in good
order, condition and repair, reasonable wear and tear excepted, subject, however,
to the subsequent provisions of this Section.
Any property which pursuant to the provisions of this Section is removable by
Tenant on or at the Demised Premises upon the termination of this Agreement and
is not so removed may, at the option of the City, be deemed abandoned by Tenant,
and either may be retained by the City as its property or may be removed and
disposed of at the sole cost of the Tenant in such manner as the City may see fit.
If the Demised Premisesand personal property, if any, be not surrendered at the
end of the Term as provided in this Section, Tenant shall make good the City all
damages which the City shall suffer by reason thereof, and shall indemnify and
hold harmless the City against all claims made by any succeeding tenant or
purchaser, so far as such delay is occasioned by the failure of Tenant to surrender
the Demised Premises as and when herein required.
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34. Time is of the Essence.
Time is of the essence in every particular and particularly where the obligation to
pay money is involved.
35. Venue.
This Agreement shall be deemed to have been made and shall be construed and
interpreted in accordance with the laws of the State of Florida. This Agreement
shall be enforceable in Miami-Dade County, Florida, and if legal action is
necessary by either party with respect to the enforcement of any and all the terms
or conditions herein, exclusive venue for the enforcement of same shall lie in
Miami-Dade County, Florida.
CITY AND TENANT HEREBY KNOWINGLY AND INTENTIONALLY WAIVE THE
RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING THAT THE
CITY AND TENANT MAY HEREIN AFTER INSTITUTE AGAINST EACH OTHER
WITH RESPECT TO ANY MATTER ARISING OUT OF OR RELATED TO THIS
AGREEMENT.
36. Radon is a naturally occurring radioactive gas that, when it is accumulated in a
building in sufficient quantities, may present health risks to persons who are
exposed to it over time. Levels of Radon that exceed Federal and State guidelines
have been found in buildings in Florida. Additional information regarding Radon
and Radon testing may be obtained from your County Public Health Unit.
37. No Dangerous Materials.
Tenant agrees not to use or permit in the Demised Premises the storage and/or
use of gasoline, fuel oils, diesel, illuminating oils, oil lamps, combustible powered
electricity producing generators, turpentine, benzene, naphtha, propane, natural
gas, or other similar substances, combustible materials, or explosives of any kind,
or any substance or thing prohibited in the standard policies of fire insurance
companies in the State of Florida. Any such substances or materials found within
the Demised Premises shall be immediately removed.
38. No Discrimination.
In connection with its operations, Tenant shall not discriminate against any
employee or applicant for employment on the basis of actual or perceived race,
color, national origin, religion, sex, intersexuality, gender identity, sexual
orientation, marital and familial status, age, disability, ancestry, height, weight,
domestic partner status, labor organization membership, familial situation, or
political affiliation.
Additionally, Tenant shall comply fully with the City of Miami Beach Human Rights
Ordinance, codified in Chapter 62 of the City Code, as may be amended from
time to time, prohibiting discrimination in employment, housing, public
accommodations, and public services on account of actual or perceived race,
color, national origin, religion, sex, intersexuality, gender identity, sexual
orientation, marital and familial status, age, disability, ancestry, height, weight,
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domestic partner status, labor organization membership, familial situation, or
political affiliation.
39. Prohibitions Regarding Sale or Use of Expanded Polystyrene Food Service
Articles, Single-Use Plastic Beverage Straws, and Single-Use Plastic Stirrers. As
additional consideration under this Agreement and as required pursuant to
Sections 82-7 and 82-8 of the City Code, as may be amended from time to time,
Tenant agrees as follows:
39.1. Tenant shall not sell, use, provide food in, or offer the use of expanded
polystyrene food service articles (as defined in City Code Section 82-7) in
the Demised Premises. A violation of this section shall be deemed a
default under the terms of this Lease Agreement. Notwithstanding the
above, this section shall not apply to expanded polystyrene food service
articles used for prepackaged food that have been filled and sealed prior
to receipt by Tenant.
39.2. Additionally, Tenant shall not sell, use, provide food in, or offer the use of
single-use plastic beverage straws or single-use plastic stirrers(as defined
in City Code Section 82-8) in the Demised Premises. A violation of this
section shall be deemed a default under the terms of this Lease
Agreement. Notwithstanding the above, the requirements of Section 82-8
shall not restrict Tenant from providing a beverage with, or offering the use
of, a single-use plastic beverage straw or single-use plastic stirrer to an
individual with a disability or medical condition that impairs the
consumption of beverages without a single-use plastic beverage straw or
single-use plastic stirrer.
40. Florida Public Records Law.
40.1. Tenant shall comply with Florida Public Records law under. Chapter 119,
Florida Statutes, as may be amended from time to time.
40.2. The term "public records" shall have the meaning set forth in Section
119.011(12), which means all documents, papers, letters, maps, books,
tapes, photographs, films, sound recordings, data processing software, or
other material, regardless of the physical form, characteristics, or means of
transmission, made or received pursuant to law or ordinance or in
connection with the transaction of official business of the City.
40.3. Pursuant to Section 119.0701 of the Florida Statutes, if Tenant meets the
definition of"Contractor'as defined in Section 119.0701(1)(a), Tenant shall:
40.3.1. Keep and maintain public records required by the City to perform the
service;
40.3.2. Upon request from the City's custodian of public records, provide the
City with a copy of the requested records or allow the records to be
inspected or copied within a reasonable time at a cost that does not
exceed the cost provided in Chapter 119, Florida Statutes or as
otherwise provided by law;
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40.3.3. Ensure that public records that are exempt or confidential and exempt
from public records disclosure requirements are not disclosed, except
as authorized by law, for the duration of the contract term and following
completion of the Lease if Tenant does not transfer the records to the
City;
40.3.4. Upon completion of the Lease, transfer, at no cost to the.City, all public
records in possession of Tenant or keep and maintain public records
required by the City to perform the service. If Tenant transfers all public
records to the City upon completion of the Lease, Tenant shall destroy
any duplicate public records that are exempt or confidential and exempt
from public records disclosure requirements. If Tenant keeps and
maintains public records upon completion of the Lease, Tenant shall
meet all applicable requirements for retaining public records. All records
stored electronically must be provided to the City, upon request from the
City's custodian of public records, in a format that is compatible with the
information technology systems of the City.
40.4. Request for Records; Noncompliance.
40.4.1. A request to inspect or copy public records relating to the City's contract
for services must be made directly to the City. If the City does not
possess the requested records, the City shall immediately notify Tenant
of the request, and Tenant must provide the records to the City or allow
the records to be inspected or copied within a reasonable time.
40.4.2. Tenant's failure to comply with the City's request for records shall
constitute a breach of this Lease, and the City, at its sole discretion, may:
(1) unilaterally terminate the Lease; (2) avail itself of the remedies set
forth under the Lease; and/or(3) avail itself of any available remedies at
law or in equity.
40.4.3. A Tenant who fails to provide the public records to the City within a
reasonable time may be subject to penalties under s. 119.10.
40.5. Civil Action.
40.5.1. If a civil action is filed against a Tenant to compel production of public
records relating to the City's contract for services, the court shall assess
and award against Tenant the reasonable costs of enforcement,
including reasonable attorney fees, if:
40.5.1.1. The court determines that Tenant unlawfully refused to comply with
the public records request within a reasonable time; and
40.5.1.2. At least 8 business days before filing the action, the plaintiff provided
written notice of the public records request, including a statement
that Tenant has not complied with the request, to the City and to
Tenant.
40.5.2. A notice complies with subparagraph (1)(b) if it is sent to the City's
custodian of public records and to Tenant at Tenant's address listed on
its contract with the City or to Tenant's registered agent. Such notices
must be sent by common carrier delivery service or by registered, Global
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Express Guaranteed, or certified mail, with postage or shipping paid by
the sender and with evidence of delivery, which may be in an electronic
format.
40.5.3. A Tenant who complies with a public records request within 8 business
days after the notice is sent is not liable for the reasonable costs of
enforcement.
40.6. IF THE TENANT HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO THE TENANT'S DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT,
CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT:
CITY OF MIAMI BEACH •
ATTENTION: RAFAEL E. GRANADO, CITY CLERK
1700 CONVENTION CENTER DRIVE
MIAMI BEACH, FLORIDA 33139
E-MAIL: RAFAELGRANADO@MIAMIBEACHFL.GOV
PHONE: 305-673-7411
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IN WITNESS WHEREOF, the parties hereto have .caused their names to be
signed and their seals to be affixed, all as of the day and year first above written, indicating
their agreement.
Attest: CITY OF MIAMI BEACH, FLORIDA
fl,ydAik. 110 111 I I I I
Rafael E. Granado, City Clerk Ian Gelber, Mayor
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Signature
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Witness: MIAMI-DADE COUNTY, FLORIDA
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APPROVED AS TO
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